Avengers: Doom: Maria Hill's Fail Safes
by Reborn Dark Phoenix
Summary: Once upon a time, Maria Hill became director of SHIELD. In her first few months, she decided to prepare fail-safes should the Avengers ever go rogue. Now, as an unknown and new enemy acquires the plans, the Earth is threatened as their heroes fall, and a returned Nick Fury must save us all. Inspired by Justice League: Doom & JLA: Tower of Babel.
1. The Contingencies

_**So after watching Justice League: Doom again (awesome movie), I got a random thought of what if there were contingencies set in place for the Avengers? Then if so, who could possibly try to make such contingencies? No one in the team came to mind, and Fury probably wouldn't...but then I remembered someone else. This is based off of and inspired by Justice League: Doom and the clips from DC Universe online of Batman's contingencies on how to beat the League. There's a cool video of all clips on youtube.**_

_**Disclaimer: Marvel owns Nick Fury, Maria Hill, SHIELD and the Avengers. I own the contingencies, though.**_

_**Credits to how I came up with these in the end.**_

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**AVENGERS: DOOM-Maria Hill's Fail Safes**

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_SHIELD Login._

_Name: Maria Christina Hill. Position: Director, Level 1-Alpha. Password 22WE87-FMCH. Access Directorate folder network system, and create new folder file. Name to be given…_ Earth's Mightiest: Fall-backs._ Restriction levels: permit only SHIELD Director access._

_Begin recording._

_…_

_…_

_This is SHIELD Director Maria Hill. As of five months, a week and three days ago, Nick Fury has been deposed as SHIELD Director by the World Security Council as a result of his actions during the incident of what is being called his "Secret War." Though I take no pleasure in being the one in taking his place, I am glad that he is no longer in charge of SHIELD; his methods and actions these last 10 years have been questionable at best, refusing to follow protocol and using risky tactics to ensure the success of missions. I now take the reins of the world's foremost peacekeeping & security task force and I will make sure that this world is protected well. There are protocols in place for SHIELD, and I'm enforcing them so as we don't lose control. This planet is become filled with threats that only SHIELD can handle…and some that I must admit can be too much for even us. But the self-proclaimed heroes, those who claim to fight on our side, they're reckless. They get the job done, but there's no control over them, nothing restraining them and no one to tell them when enough is enough or to stand down. That is why I have an amount of respect for Excalibur and Alpha Flight-they're willing to work for their respective governments._

_If only all "heroes" were like this…because what happens if they go rogue, if they turn to the paths taken by the same villains they fight on a daily basis? How're we to stop them?_

_And when I say that, there is one team of heroes that specifically comes to mind. The self-proclaimed Earth's Mightiest…the Avengers. They are powerful, seemingly too powerful-how are we to stop them if they ever decide to turn on us? With the likes of the X-Men, I can always reactivate the Sentinels Program; the FF are nothing to be concerned about in my opinion since they care more about exploration and interdimensional travels. But the Avengers answer to no one, something Fury-I will never understand this-admired about them. They have free reign on the world, and almost all countries welcome them in their borders; they never even think about their beloved heroes turning against them._

_I have. Thor and Hulk ALONE could wipe out half the world. Captain America and Wolverine are highly trained soldiers that have taken on ARMIES…and walked away. Hawkeye, Black Widow, Spider Woman and Mockingbird are all the best that SHIELD offers in special agents, and as such, they can take on anyone on the Helicarrier…so what if one day they decide to? The possibilities are endless, and we should be very afraid because this is all too possible._

_Contingencies need to be put in place, and I have worked my ass off to prepare these contingencies in case the Avengers ever decide to go rogue._

_With their power sets, it was difficult; these contingencies are focused for some of the Avengers on a more psychological level._

_Prepare File Sets._

_File Set 1: Codename Man With a Plan. Always thought that was ridiculous. Steve Rogers, or Captain America, is a human of peak physical athletic condition as made by the Super Soldier Serum of Dr. Erskine during World War ll. Despite how difficult his transition into the modern world has been, he has embraced our time and tirelessly fights for the innocent. The serum makes him…very difficult to defeat in battle, as he's once faced the Hulk and walked away. He is very able with his shield; a master strategist, leader and tactician; and has mastered multiple fighting styles, even making his own forms. He is the motivation of the Avengers, and a champion to the world, especially the American people. I have much respect for him, but I know if he goes rogue, he can be a dangerous opponent. True the serum has made him almost superhuman, and able to fight off villains of even Hulk-level strength…but he is only human, more so one transitioning into the modern age, still. He carries guilt and remorse for being the only one of his era to survive, and misses his friends and allies so much. This can be used against him: if his guilt can be intensified and made to seem like a reality to him, perhaps making him believe he was being harassed by the spirits of his dead colleagues belittling him and branding him a traitor who abandoned and left them, it would quite possibly break his own morale and spirit, rendering him ineffective in battle…and a broken Captain America can lead to broken Avengers._

_File Set 2: Codename Invincible. Tony Stark, the genius billionaire playboy philanthropist turned superhero. The one called Iron Man. He's rich and arrogant, but a dedicated individual who will stop at nothing to do what's right, whether in his labs or in his armor. But he isn't dangerous in his lab; the Iron Man armor makes Stark a living weapon, equipped with weapons and technology even SHIELD doesn't have. His AI JARVIS and his technological ingenuity allow him to hack into any secure network on the planet. If Stark were to ever go rogue, or at least have his armor controlled against his will, the entire world's nuclear arms would be at his mercy. But there is a flaw in his armor…his built in arc reactor; it sustains his armor, and his life. In all literal application, it is his very heart. His biological system in infused into it; if a virus could be injected into this reactor, causing it to malfunction, it would also cause his biology to malfunction. This method should only be seen as a last resort measure, as it could effectively kill Stark._

_File Set 3. Codename Madder and Stronger. Bruce Banner, the Incredible Hulk. I will never understand what made Captain America decided to accept this walking time bomb into the Avengers, but I will be the first to admit that it's because of the Hulk that the Earth was saved many times. But as powerful a protector the Hulk is, the whole world knows how dangerous he can become. Banner's conscious is the one thing keeping the Hulk in line. One day, he may just snap and go berserker angry, and never calm down, drowning Banner out. The Hulk has battled Thor, Hercules, the Juggernaut, the Thing, the Silver Surfer and the Red Hulk…and walked away. He is power and invincibility incarnated. But…if the part of his brain that controls the anger that fuels the Hulk, or even better, the part that IS the Hulk, is "shut off," whether by nanotechnologic methods, biological methods or even by telepathic methods, it would theoretically revert the Hulk back to Banner; and Banner is just a man…I should ask General Ross to aid in experimenting with this._

_File Set 4: Codename Thunderstrike. Thor, a being that claims to be the Norse God of Thunder…I, personally, am of the belief that he is simply a part of extraterrestrial or extra dimensional human-like entities that once came to Earth millennia ago and were worshipped as gods by the Norse. Whatever the case is, this guy is POWERFUL. He is able to manipulate the weather itself; Storm of the X-Men can do that, but I doubt I can throw a Sentinel at Thor. His strength and durability is on par, if not greater, with that of the Hulk; he is apparently well-versed in numerous fighting techniques, and his hammer is a powerful offensive/defensive weapon. When I started this, I thought there was absolutely no way to handle a rogue Thor. Until I witnessed his battle with a villainess called the Enchantress…he became enthralled by her spells and was caught in a vision of deception, basically made a love slave. That was rather creepy, but I digress. From this data, I conclude that if Thor can be passively controlled by exploiting his base desires (Thor is nothing if not an attempting womanizer and alcoholic that never gets drunk) by seduction, a form of telepathy, illusion and/or magic, his will can be broken and therefore, he can be overcome in battle. I have no idea how to test this out._

_File Set 5: Codename Fashionista. Janet Van Dyne is a remarkable woman with a big heart, which she puts to use as the Wasp, a founding member of the Avengers. Her powers were given to her by her husband and include flight, size manipulation, bioenergy blasts, sufficient unarmed combat training and being a skilled leader and strategist. Though her powers may seem to make her look like a pushover, she is not to be seen as such. If the Wasp where to ever go rogue, a possible method to take her down would be to turn her own power set against her. Hank Pym's Pym Particles have been in SHIELD's arsenal for some time now in use for the Big House prison, and they are not merely for biological use. If applied to powerful restraints, when applied to the Wasp and she tries to escape using her size alteration abilities, the restraints would grow or shrink with her. As density of matter goes into proportion with Pym Particles, any regular set of steel or titanium restraints can be applied; they'll simply grow with her and also be in equal ratio to her strength. It is necessary these restraints be applied in her normal size._

_File Set 6: Codename Bug Boy. Hank Pym has used various identities in his superhero career: Ant Man, Giant Man, Goliath and Yellowjacket. His abilities have never changed: size alteration, his genius intellect and his ability to communicate with insects via his helmet technology, which has saved the world on more than one occasion. He is a valued Avenger, and a formidable foe. But luckily, if he were to go rogue, we have a solid contingency. Hank Pym suffers from an inferiority complex, which is hindered more by the guilt that racks him due to his creation of Ultron and his abuse of his wife Janet Van Dyne. Although he has made peace with himself, his allies and his wife over these events, the guilt and inferiority remains there, ready to be exploited if necessary. To stop him, it'd be necessary to bring up the consequences of his past actions, make him lose faith and confidence in himself, and force him to question his own actions. From that point, it is only a matter of talking him down and further exploiting his guilt and inferiority._

_File Set 7: Codename Red Room. Natasha Romanoff was the best of the Soviet's assassin and spies before she finally broke away and sought refuge with SHIELD. With her biological enhancements given by the KGB and Red Room Program, as well as her almost unrivaled fighting and weapons use abilities, strategist training and stealth skills, the Black Widow is a formidable opponent and a well-used asset by SHIELD. Fury fully trusted her, but I never did-she betrayed her nation, so what would stop her from betraying SHIELD? We have data on everything in the world, and she has complete access to it. If the Black Widow were to ever go rogue, she could easily cripple SHIELD. But she does have a weakness-as she stated before, she has "red in her ledger," and she wants to wipe it off. Her conscious is burdened with the guilt of her past sins, and that guilt can be exploited easily. Loki, Thor's nemesis, tried it and I could tell afterwards, though she put up a strong front against his attempt and managed to get the information we needed, I could see that she was completely rattled inside and shaken with guilt and humiliation. Imagine it done on a larger scale; caught up in the guilt, she could be easily incapacitated and/or immobilized. What concerns me about this contingency is how long the guilt will last._

_File Set 8: Codename Bullseye. Clint Barton is one of SHIELD's best agents and a master of archery; he adds to his arsenal with mastery of a number of fighting styles, stealth and his arsenal of weaponized trick arrows. Hawkeye is just a man, however-no enhancements, just a highly trained agent with fancy toys. Take away those toys, and he's even less than that. His fighting skills, admirable as they are, are not on par with that of Black Widow or Captain America. This contingency is simple: either remove his toys from the picture, or wait until his arrows are out. A better fighter than he or a superhuman can finish the job from there._

_File Set 9: Codename Bird of a Feather. Bobbi Morse, codename Mockingbird. A steadfast agent of SHIELD and the Avengers, as well as Hawkeye's love interest. She is not only intelligent but well skilled in various martial arts, stealth, athletics, espionage and the use of her signature bo staff weapons. Luckily, she is only human as well, and if she ever went rogue, there is a purely simple method: Shoot. To. Kill. Plain and simple; I don't care what Barton would say-if the opportunity is presented, that is the only option. She knows too much about SHIELD to allow to be left alive and the chance to escape capture. Fury trusted her completely, and that could prove to one day bite us in the ass._

_File Set 10: Codename Chaos. Scarlet Witch, the daughter of the supposedly reformed Magneto; she is one of the two most powerful mutants to ever live on the planet, the other being Jean Grey. Wanda Maximoff not only has mastered arcane arts, but has the mutant ability to alter reality and probability itself. She already went rogue once and used that power to cripple the Avengers. She was manipulated to create a new reality and in the end almost caused the extinction of mutantkind. She has since reversed their extinction, but the damage was done. What if it were to happen again? To take on a rogue Scarlet Witch, I've consider a biological and psychological approach. Biological: by synthesizing the mutant abilities of Leech into a serum as it has been done before, as a means to neutralize the X-Gene in a mutant (which SHIELD still has a number of, coincidentally), application of serum into Wanda's bloodstream would effectively neutralize her mutant abilities, making her a regular human being. The aspect of her arcane mastery remains, which is where psychological methods come into play: the Scarlet Witch is hated by the majority of her own kind, and she is aware that a number of her teammates, past and present, are wary of her. This has created a sense of insecurity, inferiority and low self-esteem in her; all she wants is to be accepted by others and forgiven for her actions. This can be exploited easily, and with an assault on her psyche and emotions, reminding her of her place in people's minds and thoughts, she can theoretically be talked down enough to immobilize or incapacitate. I stress that if this is to be done, the serum must be applied first, then the exploitation of her insecurity._

_File Set 11: Codename Silver. Pietro Maximoff, Quicksilver and son of Magneto. He is a mutant with the ability of superhuman speed. He is quite literally the fastest human being in the world. His record documented speed is Mach 10, but it could possibly be even higher than that. This makes his a formidable opponent in battle-how could one touch him? Simple-speed requires friction, and friction cannot occur in an environment without gravity. This is my contingency for Quicksilver: he is prideful and arrogant, which can be turned against him; if he can be tricked into slowing down and entering a challenge one-on-one, he can be blasted with anti-gravity guns or encased in anti-gravity fields. His speed would be rendered useless and therefore, without it, he'd be an average man. Upon his immobilization, a paralysis agent is to be administered to incapacitate him. SHIELD has a few anti-gravity weapons; we're well prepared._

_File Set 12: Codename Ghost. The Vision is a potential threat to humanity simply because he is the creation of Ultron. I do not understand why the Avengers willingly welcomed the android into their ranks DAYS after he attacked them. How do we know that it isn't Ultron's plan to have Vision infiltrate their ranks and gain their trust only to stab them in the back?! With all his powers, he can very well succeed. Thankfully, the Vision is an android, and can be truly destroyed without any remorse from my agents if it comes to it. She-Hulk once ripped him in half, proving he can be destroyed. As Ultron's creation, a very powerful EMP blast or a computer virus are both questionable methods, but not off the table of weapons I'd choose; my method is to simply…destroy and dismantle him. Hey, rogue US government agents once did it, so why not? Completely destroy his body, perhaps with matter disruptive weaponry, magnetism, or if he's caught in a situation where he isn't in diamond-like density or phased, superhuman strength levels or high powered weaponry can handle destroying the Vision's body. After that, it's just a matter of storage, which I suggest should be in keeping the pieces apart. VERY far apart._

_File Set 13: Codename Back in Black. T'Challa of Wakanda is the latest to take the mantle of Black Panther and has always been a steadfast member of the Avengers. If he were to go rogue, he has an entire nation to back him up in his actions. His is the only nation with access to vibranium and wields weapons of the material, as well as using it in his uniform. Vibranium is completely sound absorbent and shock resistant. This is a tricky opponent…but perhaps the key lies in the Anti-metal vibranium variant in the Savage Land; Anti-metal vibranium has a specific wavelength that liquefies all other metals by breaking down it's molecules, and if large enough quantities are gathered, the result is greater. Vibranium fits in the "all" category, so theoretically, if Anti-metal Vibranium were used against Black Panther, his weapons and armored costumed could be rendered useless by the blows. But I should have this tested; this could theoretically work, but I must be sure, as vibranium is very shock absorbent._

_File Set 14: Codename X. An X-Man and an Avenger, James "Logan" Howlett, better known as the Wolverine, is a living weapon. His mutant abilities of animal-like senses, bone claws, and healing are reinforced by the fact that the Weapon X program bonded adamantium to his skeleton, making his claws even more deadly. Now, I could have made a complex plan to use his guilt about the deaths of all he held dear and burden of being practically immortal against him, but why make things so complicated? My plan is simple: magnetism. Self-explanatory._

_File Set 15: Codename Seductress. Jessica Drew is a former HYDRA assassin, but she broke away and sought sanctuary with SHIELD. Unlike Romanoff, I find myself a bit more trusting around Drew, since she was forced into HYDRA at childhood. Her abilities, granted to her in her fetal development and honed during her stasis, include superhuman strength, speed, durability & senses; flight; the ability to stick to surfaces like a spider; immunity to disease and radiation; bio-energy blasts; and, her most dangerous ability, pheromone manipulation and secretion. Thanks to HYDRA and SHIELD, Drew is also well versed in stealth, espionage, unarmed combat and seduction. She could easily take on the entire roster of SHIELD, but there is a method to handle Spider Woman if she ever went rogue. She is herself susceptible to being manipulated under pheromones and will-weakening abilities; if the pheromones of Mandrill or Daken could be synthesized into a serum or gas, or the abilities of the Purple Man, and administered against her, she would theoretically succumb. It has happened before under the effects of Mandrill, but whether she has grown resistant to such effects is unsure._

_File Set 16: Codename Amazing. Spider-Man, commonly regarded as the modern world's first true superhero. They fail to add that he's the most annoying person on Earth…files indicate that he has been active since his teenage years; that's at least 12 years he's been active in New York City. Because of him, the criminal underworld and all street level supervillians have been kept in check; much of the staff on the Raft has him to thank for keeping their jobs. He's the heart and soul of the Avengers, never giving up and always a word to motivate them. He helps drive them and keep them optimistic and light-hearted, a function not unlike what Captain America does. What concerns me is he is the only member on their current roster that refuses to reveal his identity to others not on the team, past or present, yet I am positive Fury knows who he is. He fully trusted Spider-Man…then, he fully trusted many heroes out there. Spider-Man also concerns me because although he doesn't seem capable of much on the Avengers…he has faced a Herald of Galactus, the Hulk, the Juggernaut and even Dr. Doom…and has walked away. Not only that, he is capable of feats of strength FAR GREATER that what we see from him on a regular basis-at one point, he had held up the entire weight of the Chrysler Building when it was collapsing during a fight the Avengers had against an invasion of…Jotun, I believe Thor called them, led by Loki. The ENTIRE CHRYSLER BUILDING, BY HIMSELF, FOR AN EXTENDED PERIOD OF TIME; when asked about it, he simply said, "Proportionate strength of a spider." This is cause for great concern-despite not being accustomed to use such levels of strength, Spider-Man is clearly capable of doing so. A contingency plan for this one was tricky, but here's what I gather: Spider-Man has a type of danger-warning sense, which he calls his "Spider-Sense." There are certain individuals immune to it, but that doesn't help in making a contingency against him. This does: Iron Man once created a device that manipulated his Spider-Sense, sending false signals that tricked Spider-Man into sensing an attack that wasn't coming, making him vulnerable to real attacks. Iron Man has since destroyed the device, but if SHIELD could replicate it, we'd have a sure method of bringing down. Spider-Man, admittingly, is a hero that I'd rather not have to face as a rogue-the backlash could be quite large; he's done much good for the people of New York, and touches everyone he meets. This is especially the case for his allies on the Avengers…more so for one Avenger in particular, which brings me to…_

_File Set 17: Codename Kree Colonel. Carol Danvers, the former USAF veteran turned heroine, the world famous Ms. Marvel. She is a formidable opponent and a valuable ally in battle. Thanks to the incident with the Kree warrior Mar-Vehl and the Psyche-Magnetron, she now possesses superhuman strength, speed, stamina and durability; flight; and energy absorption and projection. Her time with the military and SHIELD has also granted mastery in various fighting styles, tactics, espionage and stealth, as well as use of firearms and other weapons. She has the power and the knowledge and training to use it. If she ever where to go rogue, we'd be in a hell of a fight; no firearms at our disposal could effectively harm her-energy weapons will just be absorbed by her, and no missile or bullet can penetrate her durable skin. Hell, she survived and absorbed a nuclear blast once. Not only that, as powerful as she is-capable of lifting up to 100 tons and putting that strength into her hits-absorbing energy blasts further strengthens her strength levels, allowing her to take on Thor or the Hulk. A physical approach to her like that if she went rogue would probably be suicidal, but I have a more psychological approach. It's no secret to me that Ms. Marvel is attracted to Spider-Man, and I've also known about the difficult past that Danvers has had…I must be glad that SHIELD has eyes everywhere. If Danvers could be made to believe something of fatal proportions has happened to Spider-Man, her insecurities and broken emotions could theoretically emerge, and once that happens, they can be viciously exploited by making her feel like a failure in protecting everyone she ever loved and held dear, forcing her to relive the deaths of past loves, and possibly her rape at the hands of the being Marcus. Her internal struggles and insecurities could flourish under this kind of manipulation, effectively breaking her will, spirit and morale. Of course, Spider-Man would object to this, and if he's still on our side if Danvers went rogue, I'd need some form to make her believe he was fatally hurt. A type of hallucinogen would have to be used to effectively follow this contingency to the T._

_The Avengers are the Earth's first line of defense against planet side and extraterrestrial threats too big for the likes of SHIELD and SWORD to handle. But what is the world's first line of defense against rogue Avengers? Hopefully, God forbid, we will never have to see such a day, but with the world going on the way it is, it is all to possible. These contingencies are marked for the Avengers' current roster. Contingencies for past Avengers would have to be formed on a separate occasion. Nonetheless, these plans can possible save the Earth one day if need be._

_I take no pride in doing this. I'm only preparing our world for a potential disaster._

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**_XXXXX-A/N-XXXXX_**

**_Cap's contingency was inspired by Avengers EMH Season 1 episode "The Fall of Asgard." Iron Man's contingency was inspired by "Secret Invasion". Thor's contingency was inspired by Wikipedia's mention of Moondragon turning him into a love slave (Avengers #219-22, 1982 apparently). Hulk's contingency was inspire by the "Ultimates" were Wasp "hit" his brain part that was the Hulk. Wasp's contingency just kind of came off the top of my head, completely made up. Pym's contingency plan was inspired by the Avengers EMH version and his being kind of depressed following Ultron, as well as a section in Avengers: The Initiative (#2 I believe) where he was bombarded with guilt over an image of a bloody and beaten Jan. Widow's contingency was inspired by "The Avengers." Hawkeye's contingency and Mockingbird's contingency also came from my head, but it made sense. Scarlet Witch's contingency was inspired by X-Men: The Last Stand and her confrontation with Cyclops and Vision in "Children's Crusade" and "AvX." Quicksilver's contingency also came off the top of my head, but partial inspiration came from JLU episode "The Great Brain Robbery." Vision's contingency was inspired by "Avengers Disassembled" #1. Panther's contingency is due to a bit of research on vibranium and anti-metal vibranium. Wolverine's contingency was common sense. Spider Woman's contingency was inspired by her incident with Mandrill and beating on Spider-Man. Spider-Man's contingency was inspired by "Civil War: Iron Man." Ms. Marvel's contingency was inspired by my love for the SM/MM pairing, her insecurities and her history prior to the "Marcus Incident," her time as Binary and other tidbits._**

**_I decided to use these Avengers because they're honestly my ideal Avengers line-up, don't know why. Other Avengers contingencies were crossing my mind, though._**

**_So what did you guys think? I'm leaving this as a one-shot for now, but if people want to see it go down a path like in "Justice League: Doom," I'm up for it._**

**_All feedback and constructive criticism is welcome :)_**


	2. Trials, Tests and Simulations

_**OK, everyone, I've decided to let this one go as a continued story, so let's see how that goes, eh? Now, we have the contingencies as granted by Maria Hill, but let's see how she fares in trying to make sure they work, right?**_

**_Disclaimer: Maria Hill, the Avengers, SHIELD, Nick Fury and all characters are owned by Marvel_**

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Simulations, Trials and Tests

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***CAPTAIN AMERICA***

"Begin contingency simulation."

XXX

The HYDRA grunts continued to fall one by one as the super soldier kept on his path and on his mission. He had to get to this imitation of the Tesseract and return it to SHIELD, for them to lock it away in parts unknown, though he would prefer maybe they give it to Thor. Oh well, he could worry about that later. With a powerful shield bash, he knocks out the last of the HYDRA grunts and dashes through the hallway. A bend in the hallway comes into view, and to be safe, he flings his shield ahead of him, which ricochets off the walls and into the bend. He is satisfied when he hears multiple grunts and slumps on the ground. Cap turns the corner to grab his shield as it returns to him, gaining much satisfaction as he sees heavily armed HYDRA soldiers knocked out in front of a set of heavy metal doors he supposed they were guarding.

"Looks like I'm here," Cap muses to himself as he heads inside the room. There, in the middle of the chamber resting on some kind of power conduit is the Tesseract imitation. "Captain America to SHIELD Helicarrier," he says into his comm. "I've located the Tesseract imitation-now proceeding with extraction. ETA to extraction point 5 minutes."

"Oh, I fear you won't even last that long, Captain," a voice with a heavy German accent echoes as the metal doors slam shut and lock themselves electronically.

"Skull!" Cap yells out as a gas begins filling the room. He makes to ram his shield into the control panels of the doors and force them to open, but then he sees something that makes him stop cold. Something that he never believed he'd see again since he woke up into this modern world; or rather…someone.

Jack Fury.

"…J-Jack?"

"Why did you leave, Captain?" the man before him asks. "You left us in that island…we never made it…we died because of you, Cap…why did you leave us…?" As rapidly as he appears, he disappears into the gaseous smoke, leaving the super soldier shocked.

"Jack, wait-!"

"How could you leave us, Rogers?" Another man appeared in a puff of smoke, this one being Rebel Ralston. "You left us to die, and we couldn't survive the way off that island after you left us. It's your fault we didn't make it…traitor."

"Ral," Rogers stammered. "I didn't mean to leave-!"

"Really, Cap?" Rogers almost cried out as the form of Bucky Barnes materialized in front of him. "You failed them…and you failed me. Why couldn't you save me? All I wanted to do was help you, and you disappear while I went with that rocket, that bomb Skull put…why didn't you stay? Why didn't you save me?"

"Bucky…"

"We were lost without you, mate," said James Montgomery, the first Union Jack, said as he materialized with the original Human Torch and Spitfire beside him. "The Invaders were heartbroken when we lost you, and we had to disband…and here you are, alive…you cheated death…what's the matter, didn't want to deal with us after your 'noble sacrifice?' Some nobility, leaving us…."

"No…no, I didn't mean to abandon you all-!"

"But you did, Captain," Jack Fury said as he returned, this time with the rest of the Howling Commandos with him: Gabe Jones, Dino Manelli, Izzy Cohen, Pinky Pinkerton… "You left us…you abandoned us, Cap."

"Left us for dead…"

"Never to be found…"

"You cheated death at our expense…"

"No…No…NO!" Cap screamed. "I didn't leave you-I didn't abandon you! I had to save the Allied Powers! I had to stop Red Skull's plan!"

"At the expense of our happiness, Steve?"

"No…" Captain America sank to his knees as the form of Peggy Carter materialized in front of him, a look of sorrow and hurt on her face; all feeling in his legs disappeared as he collapsed onto his knees in shock and shame. "Peggy…no, I…didn't mean…"

"You didn't," Peggy said as she stood in front of the super soldier, her tone a mix of longing and accusation. "You didn't mean it, did you? Leaving me alone in the world…I wasn't the right partner it seems…why did you guide me on like that? Why did you leave me?"

"No…Peggy…I'm sorry…I'm so sorry, all of you," Steve cried as tears began pouring down his face. His shield fell out of his hands as he took off his cowl, drowning in guilt and shame. "I'm so sorry."

Unbeknownst to him, the Red Skull was walking up to him, a gun in his hand, and a gas mask on to keep him from experiencing the hallucinogen effects that his sworn enemy was experiencing. In reality, Captain America was seeing and hearing no one-HYDRA's hallucinogen was making him relive his worse fear and nightmare. "At last…my hated enemy, groveling at my feet in total defeat and surrender; at last, HYDRA will be rid of you," Skull said with a sneer as he aimed his gun at the Avenger's head. "Good-bye, Captain."

BANG BANG BANG!

XXX

"End simulation."

Maria Hill removed the helmet from her head, quite a bit rattled by what she had seen. But it wasn't important what she had felt; the new helmet simulation device, made with technology similar to the X-Men's Danger Room tech, had done its job. The simulation of her contingency against a rogue Captain America. It had taken her weeks of research to learn about the Howling Commandos, a regiment Fury's father had been a part of during WWII; learning about the Invaders had been easier since they were the world's first team of superheroes. The most difficult had been Peggy Carter-Fury had kept her file under heavy guard since Cap returned, and she saw why.

Well, she had served her purpose.

Hill deemed this experiment a success; SHIELD wouldn't, of course, execute the Avenger as the Red Skull would-simply incapacitate. The scientists in the labs had a number of hallucinogens to work with.

* * *

***IRON MAN***

"How are the vials going so far, Doctor?" Hill asked as she entered the lab. She was currently in a remote SHIELD science/data collection base located in the Himalayas. She wanted this kept as secret as possible.

"We are proceeding as best we can, Director Hill," the lead scientist, Dr. Humberto Khan replied as he walked up to the SHIELD Director. "We are doing everything we can to create a nanotech pathogen, but without the proper tools from Stark Industries, such as an actual up-to-date arc reactor-"

"Work with what we have, Dr. Khan," Hill replied as she looked at the Mandroid armor stationed across the room. Based on Stark's Iron Man armors, it was fitted-in place of standard SHIELD energy conduits-with an arc reactor that AIM had stolen years ago from Stark Industries' Chicago office building. In reality, AIM had stolen three arc reactor models, but one had "mysteriously disappeared" before Iron Man had attacked the AIM base where they were being housed and experimented on. "I'm trying to keep this on the low, and this is the best that SHIELD has at the moment. Asking Stark for an up-to-date reactor may spark some questions I don't want to answer."

"Very well, Director," the scientists relented with a sigh; he had had this conversation enough times to know when to quit. "Our nanotech is, as you know, very up-to-date in comparison with what else in out there in the world. We've been trying to program the nano-bots we've been making to target any of this technology and break it down, but Stark technology isn't so easy to compromise."

"What of the tests with our Extremis variants?"

"Dead ends each time; the variants aren't at the same potency as Stark's original Extremis, or the Mandarin's identical replica. And without the access to the true Extremis virus…"

"It's more difficult to program the nanobots to break down arc reactor tech," Hill sighed. Again, a trip to this lab base had proved fruitless. She really hoped Stark didn't go rogue any time soon; they still weren't prepared. "Very well…talk me through everything else in the project, Dr. Khan."

* * *

***THOR, NORSE GOD OF THUNDER***

"Freeze the image," Hill said suddenly, and the technicians scrambled to freeze the video feed. The various screens froze, each showing from various angles a feed of a battle the Avengers had with the supposed Norse God of Mischief, Loki and an invasion of Frost Giants, flanked by the Executioner and the Enchantress.

Hill stared at the frozen image. Thor, one of the most powerful members of the Avengers, and one of the most powerful beings on the planet, was in battle with the Enchantress. Well…in reality, he was supposed to be in battle with the Enchantress, but he was being….well, enchanted. The villainess had managed to succumb him into some form of enchantment with her magic, having broken the Asgardian's fighting spirit and his will, effectively removing his power and might from the battle and a heavy hitter from the Avengers' ranks. That had been one of their more difficult battles, and New York City had indeed seen better days. If it weren't for Spider Woman, Thor would've been lost to the Enchantress.

"Ok, so that proves it," Hill stated. "To beat or incapacitate Thor, we need…" she suddenly realized the necessity of her contingency as the words came to her lips "…magic."

"Or a telepath, ma'am," of the SHIELD techies offered.

"Sure…" Hill replied without really listening. Telepathy would be a good route to take, but magic-or whatever it was-seemed to be a more safer route. The problem was, SHIELD didn't have any magic wielders on its payroll. Magic wielders that came to mind were Dr. Strange, Daimon Hellstrom, Voodoo, Magik of the X-Men, Scarlet Witch (not going there) and the evil sister of Hellstrom, Satana.

This truly was one of the most difficult Avengers contingencies.

She'd just have to hope that Strange or one of the X-Men's telepaths would be willing to help SHIELD if Thor decided to one day kill them all.

"Continue the feed play."

* * *

***THE INCREDIBLE HULK***

"General Ross," Hill greeted as the US general approached her. "I'm glad you decided to help us out in this little experiment."

"Glad to be of any help," Ross responded as Hill guided him to one of the Helicarrier's training rooms. "I can see why you want to do this-a rogue Hulk is quite a potential threat, if I do say so myself. Now, I'd like to ask…how are we carrying out this experiment?"

"Well, I had to call in a little favor from an…acquaintance."

10 minutes later, the two were greeted into the training room by the former White Queen of the Hellfire Club and current member of the X-men, Emma Frost.

"Hello, Mr. Ross," the mutant said with a smile. "Shall we get on with this then, Hill? I'm afraid I have a previous engagement with Scott to attend to soon, and I do so not want to miss it. Tonight is the only night this season that Fabain's is offering Welsh style Sirloin steak."

"You'll be back in time for your date, Frost," Hill said briskly. Turning to the general, she added, "Frost has agreed to help us with this experiment in testing my contingency to bring down the Hulk if necessary. I have it from acquired information that one time that the late Jean Grey 'turned off' Banner's conscious, the Hulk went rampant."

"So…you'd like to see what happens if the part of the brain that is the Hulk is shut off, and if it could be used in your contingency," Ross guessed.

"Pretty much."

"Very well, then," the general contended, and within a dozen seconds, Hill and Frost were staring at the red titanic form of the Red Hulk. "Let's get this over with."

"Very well," Frost said. "Relax yourself, Ross; this may feel a bit tingly." And with a shut of her eyes, she tapped into her psychic abilities and began her entry into the mind of the Red Hulk. She pushed through the memories and the thoughts, through the emotions and into the man's consciousness. There, she saw two distinct forms of consciousness-that of the general, and that of the Red Hulk. Diving in deeper, she forced herself into the consciousness of the beast, searching and sifting through until she located a source of function of the conscious. With a stretch of her hand…

"Holy shit, it worked." Hill's voice brought the British X-Men back to reality, and she was confronted with a Thaddeus Ross in torn and very stretchy shorts. "It really worked."

"Of course it did," Emma mused with a smirk. "If Grey could do it to the Hulk, I could definitely do so, as well; now, I should probably warn you, Hill…if the Hulk enraged, the process may prove to be a bit more difficult to complete with succession. Only a really powerful telepath could easily shut down the Hulk part of Banner's brain while the Hulk is in one of his…moods."

"Could I count on you if it comes to it, Frost?" Hill asked.

"I think you could, and I think you should ask Rachel Summers and Betsy Braddock as well, just to be sure."

"I'll worry about that when it comes to it," Hill replied. "For now, I'm content with just you and Ross knowing about this little experiment."

"Especially since Banner would be pissed if he found out SHIELD found a way to bring him down and didn't tell him," Ross said.

"He won't find out."

* * *

***HANK PYM***

"Thanks for coming to see me, Dr. Pym," Hill said as the two sat down in her office on the Helicarrier.

"Not a problem, Maria," Pym replied with a smile, curiosity dripping from his voice. "So, what's this thing about a new supervillian prison you want to consider building?"

"Well, since the Vault, Raft, Cube and Big House are starting to face a problem of overcrowding, and the notions of the…ethics concerning 42, I'd like to get another prison started up, one that can handle various sets of villains and superhuman/mutant aggressors. You know, tech based, mutants, energy based, gamma enhanced…that sort of thing."

"So, like the other four rolled into one," Pym mused, removing his Yellowjacket cowl. "It's a nice notion, Hill…now, I'm assuming that this prison, if it's going to have various sets contained here, that it's security will be on level with the other four prisons."

"Yes…well, all except for the Big House-the World Security Council has some…doubts about utilizing Pym Particle exposure around potential guards and staff." This was a complete lie.

"…oh?" Pym asked, starting to be confused.

"Yes, Dr. Pym; they feel that Pym Particle exposure could potentially lead to aggressive behavior amongst the staff we'd hire if we chose to use the Particles at SHIELD's disposal," Hill said. "In fact, against my recommendation that you help design this prison, the Council suggested I ask Stark instead; they feel you aren't…competent enough to help out with this project."

"Why would they think that?"

"For these reasons: Ultron, Janet Van Dyne's abuse at your hands and your identity disorder diagnosis a few years back."

"…"

Sunk, Hill thought with a smile to herself.

"They won't consider me because of my medical diagnosis from a few years back?" Pym asked with a voice that slowly began losing confidence. "Pym Particles has nothing to do with what I've been through, Hill."

"So you chose to beat your wife on your own accord?" Hill asked with a raised eyebrow.

"That's not what I meant-!"

"The creation of Ultron was also of your own accord," Hill continued. "Perhaps the Ultron incident wasn't meant to be an accident…"

"I made him to be a benefit to humanity!"

"You mean IT, Pym," Hill snapped. "IT nearly wiped out humanity."

"What does this have to do with the building of this prison?!"

"The Council feels that another breakout could very well happen…they have a right to be nervous, Pym; your past incidents are a kind of red flag. It's understandable why they'd want to ask Stark to build this new prison; the Vault was a success, and it was his creation, after all." Hill could see that Pym was rattled completely, and questioning himself, wondering if perhaps she was right and if the Council had a point. "But…I brought you here to help me convince the Council to appoint you instead of Stark on helping design this new-"

"Forget it," Pym said bluntly as he got up and left the room. "Have Stark do it…you all think he seems to be perfectly qualified." There was a full minute of quiet inside Hill's office after the door slammed shut.

"Huh…that worked better than I expected," she mused to herself.

* * *

***THE WASP***

The scientists marked the growth rate of the test subject and the titanium binds as the subject continued to increase and decrease herself in size at random intervals. Both she and the binds had been doused and injected with Pym Particles.

"Ok, stop time, 10 seconds, and mark!" the lead scientist yelled out. The test subject, one of the SHIELD interns, stopped her growth. She was currently at 65 feet in height, her body mass many times larger than her original mass. The titanium bands around her wrists and feet had expectantly grown in proportion to her body size changes, shrinking and growing along with her. This was test number 34, the final test to be absolutely sure of Director Maria Hill's theory. "Ok, Miss Jackson, you may proceed with breaking out of your bonds."

About five minutes later, the intern named Jackson had still been unable to force her titanium bonds to break and free herself. "Still can't break free, sir!" she yelled out, forgetting her size change also affected her vocals; luckily, the scientists remembered this and wore ear plugs that protected them from the extreme noise.

"Ok, we're done here, ladies and gentlemen," the scientist yelled out to his teams, and they began to remove the Pym Particles from the intern, helping her shrink down to remove the bonds from her arms and legs. Looking up to the observation deck, the scientist spoke into his ear plug, which served as a comm as well. "Our tests have proven successful, Director Hill."

"Excellent work, Doctor," Hill replied into her comm as she stared down into the large testing lab. "Excellent work, indeed."

* * *

***THE BLACK WIDOW***

_"Can you? Can you really wipe out that much red?"_

Hill could never stand Loki's voice…it always gave her the chills, creeping her out. What made it worse what the fact that his voice also sounded so damn seductive and sexy, too. It unnerved her completely; Widow had had to actually go and SPEAK to him…

_"Draykov's daughter…"_

Hill saw Romanoff's posture instantly stiffen ever so slightly, but as Loki continued to name off the sins of her past, she noticed that the assassin's body language began to deteriorate as guilt, shame and humiliation began to take over. Widow had a ton of red in her ledger, and Loki was taking full advantage of it.

_"I won't touch Barton-not until I have him kill you; slowly…intimately…"_

Hill watched the video feed, staring at Black Widow's facial expression. She had worked closely enough with the ex-KGB agent to read that her body language was genuine.

_"You're a monster…"_

_"No…YOU brought the monster."_

And just like that, Natasha Romanoff completely changed, but Hill knew better. Widow's body language was well built and maintained, and Loki couldn't find any trace of the SHIELD agent that was breaking down before him just seconds ago. Hill could see, though, as the camera followed her out of the cell chamber, that her eyes momentarily flickered in guilt and sadness; Widow, despite having such a strong front about it, was completely rattled by Loki's words.

Hill nodded to herself as she shut off the feed. Her theory was right.

* * *

***HAWKEYE & MOCKINGBIRD***

"You rely too much on your arrows, babe," Bobbi smirked as she deflected the projectiles with her bo staffs. "Seriously, what happens if you run out?"

"Usually by then, I've already won," Clint smirked as she rushed him; he easily dodged and fired another arrow, this time a smoke arrow. Again, Bobbi flung it away with her bo staffs, sending it over to the other side of the large SHIELD Helicarrier training room they were in. They had just returned from a mission in Madripoor and were set to return to Avengers Tower in an hour. They had decided to kill the time with a bit of sparring.

"C'mon, Clint, give me a challenge here!"

"Stay still first and then we'll talk!"

"Scared I'll kick your ass in hand-to-hand?" Bobbi teased as she dodged an arrow.

"Don't need to go hand-to-hand after I've…oh," Clint said with surprise as he turned to check his quiver. Even behind his shades, Bobbi could see the surprise in his eyes. "I'm…out of arrows…crap." He turned to his girlfriend and was barely able to dodge a jumping axe kick aimed right at him. "Ok, this is not fair here!" he yelled out as Bobbi got into an offensive stance, her staffs at the ready. Clint was pretty good at a number of martial arts…but Bobbi was a bit better. So was Natasha and Rogers…but at the moment, his girlfriend was the concern here. He got into a defensive stance, his bow at the ready for melee combat.

"Really? You think that's going to help you out?" Bobbi smirked.

"I'd like to appeal to the loving nature of Bobbi Morse here?"

"Motion denied," she replied as she ran up to him and began a relentless flurry of punches, kicks, combos and strikes as she struck at Clint again and again with her fists and her staffs. Clint was barely able to keep up with the strikes, and there was only so much he could block with his bow. He made yet another mental note to better his own fighting styles. Maybe Bobbi was right…maybe he did rely too much on his arrows.

"OOMPH!" he grunted as he crashed onto the ground. He would've tried to get up, but Bobbi pinned him to the ground by putting her boot on his stomach and ramming her now connected staff almost right into his neck, just millimeters from his jugular. She had him.

"Looks like I beat you…again," the beautiful blonde said with a teasing smirk. "I keep telling you, you rely too much on your arrows; you gotta-!" she was interrupted as Clint quickly took his sidearm from his leg holster and aimed it right at Bobbi's head. "…focus more."

"Or I could should you in the head right now; clean head shot, and you'd be dead, Bobbi," Clint smirked. "And we both know that even though you're more agile than I am and have some quicker reflexes, you can't dodge a bullet-especially from a good shot like me. Only people who could pull it off are Cap, Widow, Quicksilver and the Webhead…and you aren't one of them."

The two of them stayed in that position for a few more seconds, standing off to see who would back down first, knowing full well they would each risk the odds. Finally, Bobbi removed her boot and staff from her boyfriend.

"Ok, you win," Bobbi huffed with a teasing tone as Clint holstered his sidearm. "Can't even lose properly-had to take out the gun and cheat."

"If I had more arrows, I would've won," Clint remarked back as he brought her in for a hug.

"Sure you would," she cooed back before she kissed him passionately. Unbeknownst to them both, however, the hidden camera on the wall of the training room was watching them closely. In another room on the Helicarrier, Director Hill was watching the live feed. Their little spar had confirmed her theories of bringing down a rogue Hawkeye and Mockingbird.

* * *

***SCARLET WITCH***

"How many vials are we making here, Doctor?" Hill asked briskly as she came up next to Dr. Neville Chamberlain, one of SHIELD's best serum developers in the European continent. At the moment, they were in a secret SHIELD lab base in France, specifically 1,000 feet under the old Maginot Line.

"About 50 vials, Director Hill," Chamberlain replied as he approached the SHIELD Director. "We've been getting many positive results from Worthington Labs' 'mutant cure' sample we procured, and we've been able to strengthen the components of the biological aspect of the serum; with each vial we're making, we're prolonging the lasting effects of the X-Gene neutralizing component. Of course, it still wouldn't be permanent, but the maximum time we've been able to acquire with the blood samples of the Brotherhood of Mutants we obtained is almost an hour."

"That's sufficient enough, Doctor," Hill replied. "However many more vials of the serum you have left to make, you can keep their time length of neutralization at that. Good work; keep it up." With that, Hill's eyes once more swept the lab and took in the sight of all the SHIELD scientists working on this little project for her Scarlet Witch contingency. Without another word, she left the lab.

* * *

***QUICKSILVER***

"Say you were to go up against Graviton," Hill said in a simple tone as she stood next the Avenger, both watching the seas as they stood on the Helicarrier deck. The Avengers had been summoned earlier by Hill to be briefed on a potential planetary threat involving a possible involvement from Doctor Doom. Afterwards, the team had been offered refreshment and a few hours of leisure time to relax before returning to Avengers Tower. The threat was real enough, and even Hill had to admit she may need the help of the Avengers for this one. But she had planned to use this opportunity to speak to the son of Magneto. They had sprung up a casual conversation, and it had gone to how he would react against certain supervillians.

"Graviton…I'm going to have to admit…and this is quite a blow to my pride," Pietro mumbled as he took another sip of his water (he wasn't one to drink), "that I would need the help of my teammates for that one. Graviton could easily turn my speed against me."

"Gravity," Hill said casually. "Without it, there's no friction for your speed."

"Exactly," the mutant replied. "He'd render me completely incapacitated. I could never get near enough to use my combat techniques, either. Thankfully, I'd have at least a few Avengers with me…well, that is the hope." Quicksilver then turned to the Director. "Why do you ask, Hill?"

"Suppose SHIELD needs help against Graviton," she replied casually, as she had prepared herself to. "I need to know what Avengers I can rely on to help against him." Faking an incoming call on her comm, she said, "Excuse me, Pietro, I need to take this." Walking away, she left a grumbling Quicksilver standing near the edge of the deck. She had the information she needed.

* * *

***THE VISION***

All Maria Hill had on her efforts with her contingency for the Vision were the news feeds of She-Hulk ripping him in half during Scarlet Witch's breakdown and the possibility that, as an android, he was susceptible to computer viruses and powerful EMP blasts. There was no way that she'd try to kidnap an Avenger-one of the more powerful ones, mind you-and attempt to experiment on him. The Avengers would destroy the Helicarrier trying to look for him.

Hill sighed as she looked over the feed as it played over and over in her head. The lab guys hadn't been able to come up with sufficient enough results to concretely prove that EMPs or viruses could be effective, nor did they have enough data to prove that enough superhuman exertion of strength would be enough to completely rip his body apart; Vision had most likely been incapacitated by Scarlet Witch to begin with, which was probably how She-Hulk had been able to rip him in half. Not only that, but being able to destroy the android depended on him being in his original density.

Hill just didn't know how she could effectively make this contingency work.

Yet another one with a possible failure.

* * *

***BLACK PANTHER OF WAKANDA***

The scientist slammed the anti-metal blade against the vibranium, and he slammed it hard.

Hill was in a SHIELD lab facility in the Savage Land. They had managed to get Kazar to agree to letting them mine a small portion of the anti-metal vibranium. She had told him it was for defense purposes, to help combat future alien threats. Kazar simply asked that they do not interfere with the local wildlife.

A Tyrannosaurus had chased them only an hour after they first arrived. That was NOT going to be a problem.

Over the course of two months, the SHIELD teams had mined about 500kg of anti-metal vibranium; this as much as Hill dared to mine, less prying eyes that could be there find out and start letting other outlets knows of SHIELD's actions in the Savage Land. The metal had been molded into weapons such as bullets and blades. It wasn't much-only about 300 rounds and two middle-sized sabers. But when the scientist slammed his blade onto the fragment of vibranium, Hill was well pleased with the results. The vibranium, sound and shock absorbent as it was, was still metal…and the anti-metal vibranium variant liquefied all metal in the frequencies it gave off with its collisions. Before their eyes, the vibranium began cracking apart before its mass began to deteriorate and liquefy.

"Document the time and results," the scientist said as he set the blade on the table. As his fellow scientists documented the data they had witnessed, he walked up to Hill. "Director, I believe the results are satisfactory enough?"

"Quite so," Hill replied.

Now, how to deal with an army of Wakandans…

* * *

***THE WOLVERINE***

Hill would always re-watch the video feed, just to be on the safe side.

The one of Magneto, before he…reformed, as he battled the X-Men in Japan; she could clearly see Magneto's hold on Wolverine and how easily the mutant Avenger had fallen. Logan was considered as one of the X-Men's most powerful members, and Magneto could easily subdue him with his magnetic abilities, all because of the damn adamantium in Logan's skeleton.

She would always re-watch it…just to be on the safe side, just to be sure.

* * *

***SPIDER WOMAN***

"This is bloody bulls-!"

"Language, Agent Drew," Director Hill snapped as she stared down the Avenger/SHIELD agent standing before her. "Those are your orders-you are not to join with the SHIELD strike team, and that's final."

"HYDRA is no push over, Hill," Jessica retorted, her anger clearly getting the better of her. "They are armed to the teeth, and probably even more so than the strike team is. And from what the files say, they have some new muscle since we locked up their HYDRA 4."

"That's why I have Hawkeye, Winter Soldier and Falcon leading the operation," Hill countered. "They are more than well trained enough to combat the muscle that HYDRA has contracted-!"

"These are superhumans! I am one of the few superhumans on SHIELD's payroll-they're going to need me, Hill," Spider Woman continued. "If they get maimed or even killed against whatever muscle HYDRA has scrambled up, it'll be on your bloody hands."

The two alpha females stared each other down, neither choosing to relent.

"Fine," Hill said suddenly. "Go and join the strike team-they're on the air deck and they leave in 10 minutes." Jessica smirked ever so slightly before turning around and heading towards the Helicarrier's air deck. She didn't get more than 15 steps away before Hill called after her. "Just so you know, Mandrill is one of the muscles HYDRA enlisted.

That stopped Spider Woman dead in her tracks.

"I'm sure you still have a score to settle with Mandrill…especially after your last encounter with him," Hill added. Yep, she got her.

"Mandrill is with HYDRA?" the British woman asked, a near undetectable trace of nervousness in her voice. The memories of her last encounter with Mandrill were still fresh in her mind, unable to be forgotten.

"Didn't you wonder why I wasn't sending Mockingbird or Widow with the team? Or why the entire strike team is male? Agent Drew, if you want to go face off against a foe that can not only cripple your ability to function properly in the strike, but put the team at risk as well, you can be the one to tell the families of whoever's dead that it was your fault."

Spider Woman continued to stare at the Director of SHIELD. She knew that Mandrill's pheromones where too powerful even for her to resist. She still remembered that it was only because of Spider-Man's persistence that she had broken free; she had learned the hard way that day that even she couldn't always depend on her abilities to get her out of any situation. She was in no way immune to Mandrill's pheromones.

Without a word, Spider Woman turned back and walked past Hill to parts unknown within the Helicarrier.

Hill smiled; her theory on her Spider Woman contingency proved correct. Spider Woman was still susceptible to pheromone manipulation.

* * *

***SPIDER-MAN & MS. MARVEL***

He was swinging through the streets of Manhattan; she was asleep in her bed in her apartment.

One agent was following him at a safe distance, and as he wasn't actually going to harm him, his presence wasn't made aware by his Spider-Sense; another agent had snuck into her apartment, sure that his SHIELD training would keep him from being noticed by her, or even waking her up.

They quietly spoke into their comms to their Director. They were ready.

"Proceed."

XXX

His Spider Sense rang off, alerting him of an attack from the left. Peter instantly maneuvered out of the way and landed on a nearby building side, ready to face his attack; only to find…nothing?

"Oookay…" he mused as he scratched the back of his mask. "I know you're there! C'mon guys, whoever you are, if you want to sneak up on me, there are better ways of-!"

It went off again, this time telling him to watch his rear, and he jumped out of the way-only to see that nothing was coming after him; again, it seemed as if he had gotten false warning. "Ok, that's just weird." And then it went off again. And again and again and again, each time warning him of an attack, making him dodge out of the way, only to see that nothing was there; it was as if his Spider-Sense was…malfunctioning? "No, that can't be it…could it?" Peter asked himself as he jumped onto a rooftop, wondering if such a thing was possible after almost 10 years of perfect working functions. Suddenly, his Spider-Sense blasted his senses, warning him of attacks coming from all directions. The feedback too much for him, he collapsed onto his knees and yelled out in agony, grabbing his head as it blasted into overload with his Spider-Sense. By pure reflex, he began jumping all around the rooftop as his sense began demanding he dodge this way and that way. Unbeknownst to him, a few building rooftops down, a SHIELD agent was watching him, aiming a small handheld device at the Webhead.

"Wow, this thing is hardcore," the agent mused. Reaching his comm, he added, "Field test has proven a success, Director Hill."

"Excellent; disengage the target and return to extraction point."

A minute later, Peter could breathe easy again as his Spider-Sense finally settled down. His head still hurt like hell, though. "Ok, seriously…what was that?"

XXX

Carol didn't bother to change from her Ms. Marvel attire when she got home; she just instantly plopped onto her bed and went to sleep a minute later. It was an easy matter for the SHIELD agent to sneak in about two hours later, release the modified hallucinogen near the Avenger's nostrils, and leave quietly, waiting on her building rooftop to see the results. The hallucinogen effects would last two minutes, at most.

A minute later, Carol's peaceful slumber started turning into a living hell. She tossed and turned, whimpering from the horrid nightmare she was having…

_"No…Peter…" she sobbed as she held the arachnid's lifeless body in her arms, her tears mixing with his blood._

_"Such a shame," Mystique sneered as she circled around the heroine, deriving joy from watching her suffer. "You failed, Danvers…again; you couldn't save him. Just like you couldn't save the others….Barnett…Mar-Vehl…"_

_"You…you took him from me," Carol whispered with a sob. "Why? Haven't I suffered enough?!"_

_"Please, Danvers…with you, it's never enough…just like how Marcus couldn't get enough of you, right?" the terrorists cackled. "You never told him what he meant to you…all because you couldn't let that go. And now look. You failed him, Danvers…you failed yet another love."_

_"No…no…Peter…Peter…" Carol sobbed as she clung to the lifeless Spider-Man tighter. "No…Peter…NO!"_

With a scream, she awoke from her night. The effects of the hallucinogen she didn't know had been there had worn off, allowing her to awaken. But she was rattled, shaken…and she was horrified…she had failed him, she had let Mystique kill Peter….Peter.

With a fluid motion, she opened her window and soared into the Manhattan night skies. She flew and flew, not stopping until she saw a familiar red and blue clad figure on a rooftop rubbing his head as if he was in pain. She needed to see him, to touch him and hear his voice…she had to be sure. Without a second thought, she zoomed right to him.

"Carol?" Peter said, surprised by her sudden appearance. But what put him off more was how rattled and scared she looked; her eyes were shining with tears that screamed to be shed. Instantly, his own little problems with his Spider-Sense were forgotten. "Carol, what-?"

"Peter…" she whispered. "You're ok…" and she couldn't hold it in any longer as she sank to her knees and began silently sobbing, clinging to Peter's costume as he instantly knelt beside her and wrapped his protective arms around her, doing his best to comfort her. They both knew there was a…certain level of attraction developing between them, both physical and emotional; that was proven at this moment as she poured her heart to him via her tears and he did the same by simply holding her and being there for him.

"Carol…"

"I…I had a nightmare…you…you were killed…"

"It's ok…it was only a nightmare."

"Field test has proven successful," the agent who released the hallucinogen reported into his comm link. "Ms. Marvel was easily manipulated by the hallucinogen."

"Excellent work," the Director replied. "Report to the extraction point; your teammate will meet you there."

XXX

The device to manipulate Spider-Man's spider-sense had been difficult to replicate, but luckily, SHIELD had a number of attractive ladies that could easily fool their way into Stark's labs and steal the files. The hallucinogen had also been tricky, but the lab guys had been able to synthesize a prototype designed to manipulate one's worst fears and make the victim believe it was reality. Hill was pleased with the results.

* * *

***The office/quarters of the SHIELD Director; SHIELD Helicarrier***

Hill was more or less ok with how the preparations with the contingencies were going. Most were proving quite easy to accomplish, but some proved to be quite difficult to complete.

She didn't want the Avengers to go rogue, but how would she keep face if they did and SHIELD wasn't prepared? She didn't want to be kicked off like Fury had. She liked her job and was going to make sure she kept it at all costs.

Her contingencies were well prepared. Activating and creating them into fruition was proving to be either successful of difficult.

But she would ensure they were ready, she told herself as she climbed into bed. "Or my name isn't Maria Christina Hill."

* * *

**_XXXXX-A/N-XXXXX_**

**_Thoughts, opinions, likes, dislikes? R&R is always welcome, and greatly appreciated._**

**_How did you like the trials ans experiments? Or the manipulations of the team?_**

**_Next up, we jump a few years into the future and start building up to...the doom._**

**_*Insert dramatic music*_**

**_Next Chapter coming soon, so until next time readers :)_**


	3. Nowadays

_**Welcome back to Avengers: Doom: Maria Hill's Fail Safes. Now, we travel a bit into the future, some time after Hill has established her protocols; basically, this chapter is just for filler purposes for before I bring in the villains. I now ask you to sit back and enjoy :D And also, we're returning back to Marvel's old roots with Nick Fury here, so be prepared for that :)**_

_***Disclaimer: Nick Fury, Maria Hill, the Avengers and all characters are owned by Marvel Comics***_

* * *

Nowadays

* * *

***SHIELD Helicarrier, 2000+ miles above the Philippines. About 2 years and 4 months later***

She walked through the hallways, her step ever so brisk and confidence, her aura and air ever so radiant in authority and command. The other agents in the halls were quick to step aside for her, always remembering to salute her as she made her way by. Out of her duty and her position of power, she returned the salutes, albeit rapidly and without much thought and effort into it. She needed to get to the command-and-control deck, and now.

Maria Hill was nothing if not punctual and on top of her game.

Especially when it came to answering to the Director of SHIELD.

A few minutes later, Hill entered the command-and-control deck. She took in the sight of the 40+ SHIELD personnel that were required to man this part of the Helicarrier. Technicians and hackers and engineers and the like, along with the guards stationed strategically in multiple points in the large room; it was a sight for the eyes, but Hill didn't pay attention to the hustle here-she immediately headed for the Director Stand, where the Director of SHIELD would always stand to keep the organization running in top condition and speed. It was the Director's duty to respond effectively to all threats across the globe that had to deal with planetary security and terrorism. It was from that stand that the world was completely in the hands of SHIELD's director.

And Hill would always find herself questioning just how safe it was in this man's hands. She walked up to him. "Sir."

The man, famous across the globe since the late 1960s for his outstanding work as Director of SHIELD, turned to meet her. He had dark black hair that was slowly starting to white but would never lead to old age, an eye patch over his left eye, a cigar in his mouth, the Infinity Formula pumping in his veins and a leathery jacket over his black SHIELD Director uniform. This was Colonel Nick Fury, the Director of the Strategic Hazard Intervention Espionage Logistics Directorate. He had been back for about a year and a half now, when the World Security Council decided they needed him for SHIELD to run as effectively as it used to in wake of Hill's failure to adequately respond to an extraterrestrial invasion. That had been a blow to her pride.

"What is it Hill?" Fury asked with a puff on his cigar.

"The Council is on the line," she replied stiffly and briskly.

Fury raised an eyebrow at her. The man knew that Maria Hill greatly (an understatement) disapproved of many of his methods of leadership ever since she had been appointed his second in command. She had disapproved of his methods in handling SHIELD's Level 8 Agents such as Hawkeye and Mockingbird; she had disapproved of his formation of both incarnations of his Secret Warriors; she had disapproved of his subtle pushes in the formation of the Avengers; she disapproved of his methods in incarcerating the various supervillians…there were a lot of things Fury and Hill didn't see eye to eye on, but quite frankly, Fury could care less. Most of the time, Hill could prove to be a thorn in his side, even though he was aware that he needed her around to keep him sane and aware of himself. She also was a competent leader and strategist. The problem was that she was too stuck by the books, thinking that protocol always had to be kept, while Fury believed that there were times that called for protocol to be broken completely, whatever the consequences.

Without a word, Fury turned back to the screens on his stand and swiped the feeds away, activating another feed, this one showing seven screens, a well-dressed person on each of them, each from a different nation, chosen by the United Nations to overhead SHIELD. This was the World Security Council, the bureaucratic head of SHIELD.

"Council," Fury greeted with a stiff tone. He did NOT need this now.

"Director Fury," one of the Council members stated. "We'll get right to the point. We're aware that the battle is still raging in Manila."

"It is."

"The Filipino military and the SHIELD forces present are having a difficult time facing off against these invaders…even after your…reinforcements arrived at the scene," another Council member stated bluntly.

"SHIELD is in control of the situation."

The Council remained silent for a few seconds as they looked at each other, and Fury knew this look and silence all too well.

"Director Fury-"

"No."

"I don't think you have any say-"

"No, Council."

"Director Fury," the head Council member said. "The World Security Council has made a decision."

"I can see that the Council has made a decision," Fury replied as he took the cigar out of his mouth. "But given the fact that it's an extremely stupid decision, I'm electing to ignore it."

"Director, you are closer than any of SHIELD's other silos, subs or bases; you are ordered to scramble that jet and-!"

"That is the capital of the nation of the Philippines, Councilman!" Fury snapped, his patience with the Council at its limit. "There are still millions of innocent civilians in there, along with military forces and our own people! Unless I am given word from the Avengers that they can't hold the city, I will not-NOT, and let me emphasize that again-NOT order a nuclear strike against a civilian population!" Before the Council could even try to reply, Fury cut the feed and returned to the satellite images of the battle sight. "Cap or Stark," he said into his comm. "Talk to me, what is going on down their!?"

XXX

***Manila, the Philippines; same time***

"Well, you want the good news, bad news or really bad news?" Stark replied as he fired his unibeam at the giant Badoon war machine that had been heading for him.

"Give it to me in the reverse order of how you said it," Fury replied.

"The really bad news is that the Badoon have managed to knock out the Hulk, Thor, Wolverine and are swarming Ms. Marvel like crazy, so our heavy hitters are kind of out of commission. The bad news is that the mother ship just keeps pouring out the invaders like a candy dispenser."

"And the good news is…?"

"The good news is that we infiltrated it," Captain America answered as he and Quicksilver continued to battle a large number of Badoon battalions. "Vision, Mockingbird, Panther, Widow, Hawkeye, Wasp and Spider Woman managed to find a way inside. In fact, we should be hearing from them…right about…"

Suddenly, a massive explosion rang out and the invaders, human forces and the Avengers still fighting looked to the skies to see the gigantic Badoon mother ship rock in the explosion that consumed it.

"Now," the Avenger smirked.

"The mother ship is falling down, falling down, falling down," Spider-Man sang as he kept webbing the ground Badoon forces, ensuring that they didn't attack the still fleeing civilians in the area.

"Captain, Stark," Black Panther said into their comms as he and the other Avengers inside the Badoon mother ship raced through the bowels of the vessel, which was now currently slowly starting to fall in a crash descent. "Their power source is destroyed, but the Badoon aren't ready to quit as of yet. As of now, the entire population of the ship is hunting us down, and-" he took a moment to stop and send multiple vibranium daggers flying into the mass of Badoon soldiers chasing him, Black Widow and Spider Woman "-they've managed to split us up. We'll need someone to cover our jump."

**CRAKABOOM!**

"Worry not, T'Challa," the Thunder God snarled as he unleashed his lightning upon the hordes of Badoon surrounding him, now returned to consciousness. "My aid is coming to you all." With that, the Asgardian flew into the heavens."

"Thor, once the others are clear from the mother ship, you need to keep it from crashing anywhere into the city; there are still thousands of civilians and soldiers in the area," Stark yelled out as he blasted more Badoon war machines out of the skies. "Carol, when he does, help him out!"

"Yeah, kind of busy here, Stark!" Carol yelled out, blasting Badoon left and right; she was completely swarmed by hordes Monsters of Badoon, some of their most powerful troops. "Anyone care to help, now would be a great time, you know!"

**"RRAAAAAGGHHHHH!" **

**BOOM!**

"Hulk, help Ms. Marvel!" Cap ordered the now fully conscious titan.

"Time to smash," the Hulk sneered as he headed Carol's way, ready to lay down the hurt.

"The north square is almost clear here, Steve," Pym said as he and Wanda continued to help the military clear out the Badoon. Suddenly, a squadron of Monsters of Badoon crashed through one of the nearby buildings. With a roar of power, they charged the two Avengers, only to be blasted to oblivion by magic blasts and arcane hexes by Scarlet Witch, and then overwhelmed by near limitless hordes of ants and other insects, courtesy of Yellowjacket.

"Anyone seen Logan yet?" Cap barked.

"Gimme a minute to heal up, then I'll get back to ya," the mutant Avenger snarled, snapping his broken arm back into place.

"Ok, Fury, looks like everything is going good so far," Stark replied as he rushed down to join the fray that Steve, Quicksilver and now Logan were in. "I'd say this little invasion wannabe should be dealt with in about 15 more minutes. Tell Brand that there's nothing to worry about anymore, pretty much."

XXX

***SHIELD Helicarrier***

"That's what I want to hear, rich boy," Fury smirked as he started activating a connection to the Peak, the orbital headquarters of SWORD, and let SWORD Director Abigail Brand know that the Badoon would be taken care of soon. "Let me know of any other changes." Fury's gaze returned to the satellite feeds of the city of Manila, the images of the locations of the Filipino military, the Avengers and the SHIELD agents on site. Looking up, he saw Hill at her Deputy Stand. She was speaking into her head set, probably with some other agents. He knew she didn't fully appreciate the Avengers and what they did, believing they needed some accountability. She did have, though, SOME truth in her ideals…Fury always wondered what he and SHIELD would do if one, two or even ALL of the Avengers suddenly went crazy and tried to take over the world. In an alternate universe, a team of Avengers recalled themselves Revengers and did just that. He had complete faith in the heroes of Earth, but sometimes he did wonder about it. His thoughts were jolted when he noticed Hill, typing rapidly at her touch screen, and then she turned to him.

"Sir, we have a bird in motion!"

"A bird…what bird?"

"The one with the Ballistic missile!"

Fury's blood ran cold. "Dammit! The damn Council! Get that thing grounded any way possible; I don't care what it takes!" He raced for Hill's position, seeing for himself the video feed from the Helicarrier's air deck, seeing the missile jet preparing for take-off. He reached for his comm. "Barnes, drop everything you're doing and get to the air deck-you need to shut that jet down!"

"Copy that," the Winter Soldier replied.

"All hands on air deck, we have a rogue bird in motion!" Hill said into her comm link. "Shut it down! Repeat, take off is not authorized!"

On the air deck, Bucky Barnes, the SHIELD Agent known as Winter Soldier and a member of Fury's current incarnation of the Secret Warriors, emerged running to the jet runway, a bazooka in hand. He saw the deck hands and guards trying to stop the jet from taking off, but they were failing badly. With the jet picking up speed, he raced faster, running with the bazooka in his hands and just as the jet was about to take off, Winter Soldier fired.

He missed by three inches.

"DAMMIT!" Barnes roared, throwing the weapon over the Helicarrier edge in anger. "Fury, we got a problem, no joy, I repeat no joy!"

"Damn it all to hell," Fury snarled as he grabbed his comm. "Fury to Avengers, we have a problem-there is a nuclear missile heading straight for Manila!"

XXX

***Manila***

"Wait…" Hawkeye paused as he and the other reached their jumping point from the hole in the mother ship's hull. "Run that again?!"

"Barton, you know damn well what I said! The Council just activated an override code for the pilot of the Ballistic missile, and he's heading your way!"

"Um…that's not good, is it?" Spider-Man asked rhetorically.

"Stark, can you see it from here?!" Cap roared.

"Yeah!" Stark replied as JARVIS zoomed in on the just fired missile. "Damn…um, we have less than a minute before it gets here. Thor-!"

"I cannot intercept it!" Thor responded as he grabbed the mother ship, at the exact time the other Avengers jumped from it. "I need to keep the vessel from crashing below!"

"Stark, can't you get it?!" Wolverine roared.

"I can, but where the hell am I going to send it?! Before I can get it to sea it'd detonate! Oh and we have 42 seconds! Wanda, do some hex magic stuff!"

"Doesn't just work like that!"

"I can get it into space!" Carol roared as she fire her photon blasts into the ground, propelling her into the skies as well as blasting away the Monsters of Badoon. "I'm the only one fast enough who can get to it and to space in time without it exploding and who isn't occupied! And if it blows, I can absorb it!"

"Carol, wait-!" Spider-Man yelled, but the heroine was already out of the city and heading straight for the missile.

"Wanda and Pietro, get all the civilians and troops out of here," Cap yelled.

"Very well, Captain!" Pietro responded and in streaks of silver, he raced back and forth from here to the outskirts of Manila, getting people and soldiers out by the two dozen as Wanda manipulated probability and magic enough to teleport others out. "But I fear we will not manage to get everyone out in time!"

"Stow that talk, Avenger-!"

"Cap, he's right, we can't take that chance!" Stark yelled as he got to the skies and prepared an emergency feature of his armor, activating a high tech shielding, able to cover up half a mile, if needed. "This shield can take the impact, but it won't be able to hold out against the full brunt of the blast-wait, I got Carol on my radar! She has the missile! Fury, Ms. Marvel has the nuke, and she breaking for the atmosphere!"

"Good to hear, Stark! Danvers, you have less than 20 seconds!"

"Pressure isn't helping!"

"What about potential fallout?" Spider Woman yelled.

"I can alter the winds to carry the poisonous clouds back to the cosmos, and send it to wherever, but it would be away from Midgard."

"No need guys," Carol's voice echoed through the comms. "I just broke atmosphere and I'm taking the nuke out, it's clear and-bnnzzztztztztlllkkkkkkzzzzzzz…"

"Danvers?"

Static.

"Danvers!" Cap repeated. "Do you copy!?" Static.

"Um guys…" Hawkeye pointed up to the skies, and all the others could see the brightening ball of light in the far off distance, signaling the detonation of the nuclear missile. "I thought we still had 10 more seconds."

"We…we did," Stark said. "Fury…"

"I don't…I don't understand…" Fury's voice responded. "Monitors show that the detonation time had been modified to be ready for impact, and it said it is supposed to have an extra 10 seconds. I-wait…crap, dammit, sonuva-the pilot modified the clock time before firing the missile. Coulson, once that pilot lands, kick him in the balls and fire him, by my orders."

"Hold on, I see her," Stark said as his head turned a bit to the left. "JARVIS has her on radar; her comm must have just fried in the explosion…bio scans show she's ok…wait…"

"I see her, Stark," Thor said as he looked up. "But…she is not slowing down…"

Both Spiders looked up in clear worry.

"Stark…Thor…" Cap said with concern. "What's her status?"

"She looks ok…JARVIS, zoom in…why are her eyes…?"

"SHE IS UNCONSCIOUS!" Thor yelled, preparing to fly into the heavens. It was true-Carol was plummeting down to Earth at breakneck speed, fully unconscious, heading straight for Manila.

"CAROL!" Spider Woman yelled in horror. But before anyone else could do anything, a thwip was heard as two web lines were fired at the top of one of the nearby skyscrapers, and Spider-Man instantly was flung into the skies, heading straight for the skyscraper; upon sticking to the side of the tower, the Webhead sped up to the top with speed he never used before, and once he got to the top, he quickly made an educated guess on the angle he's need, and then jumped back down, thwipping another two web lines to the tower antenna, effectively creating a catapult slingshot. A thousand feet down the jump, the webbing stuck and instantly, Peter was thrown back into the skies, momentum and acceleration sending him with incredible speed towards the plummeting Ms. Marvel.

All the other Avengers stood where they were, astonished by what the blabbermouth of the team just did. "And they're STILL not together?!" Hawkeye shouted as he raised his hand to the skies incredulously.

Meanwhile, Peter was racing towards Carol, both gaining momentum rapidly. "Ok…gotta time this perfectly…hang on, Carol, just hang on!" At the exact moment the two were close enough, Peter stretched out his hand, grabbing Carol's limp one. With their momentum temporarily shaken, Peter then made to thwip a parachute from his webbing…only to realize he was almost out. "Crap," he muttered to himself; for him impromptu plan to work, he'd need the webbing for the last part, so he just went against the parachute and both he and the unconscious Carol continued to plummet down towards Manila, going past the tops of the city skyline and plummeting closer to the ground. In an instant, Peter then let go of Carol's limp body, grabbing her by her waist with his legs, not letting go and fired his two web shooters at the sides of two nearby buildings, landing two final web lines and making another makeshift catapult, albeit a smaller one than the first. The catapult webbing managed to snag and slow the descent just enough, for Peter to let go and jump down onto the ground without any harm to either of them-well, mostly to him, since Carol could tank a nuke quite easily.

As the other Avengers and some soldiers and SHIELD agents ran up to where they were, Peter attended to Carol's still unconscious body. "Carol…" No response. "Carol, c'mon, wake up…" Still no response.

"Is she ok?" Jess asked worriedly as she crouched down to where Peter was cradling Carol's body, the other Avengers in tow.

"I don't know…Carol, c'mon…" Peter replied as he softly grabbed her still face and removed his mask. "C'mon, you've tanked a nuke before, so you should be good. C'mon, Carol…don't you leave me…"

"…mmmmmmmm?" Her eyes slowly fluttered open, the first thing she saw being Peter's face. "…Peter?"

"Hey, welcome back," he smiled.

"What…what happened? I was…the nuke…"

"It blew, but you made it out ok, and you got it out of range in time, don't worry."

"But…how'd I get-?"

"It caught you off guard, detonating before it was supposed to," Stark said as Peter helped her up. "But you did good, Carol; you did pretty good. Manila is safe once more, and the Badoon are also finished." He looked to the entire team. "Good work here today, Avengers. Let's get started on clean up, help out the locals before we need to take off again." He then returned to the channel with SHIELD. "Fury, it's Stark; Ms. Marvel is ok, no harm done, but now we have an issue-why was a nuclear missile heading this way in the first place, specifically a SHIELD sanctioned nuclear missile?"

"The World Security Council, no doubt; they wanted to send the nuke to Manila because we couldn't disperse the Badoon easily and so, when they told me to and I flat out rejected to, they must have activated their override code. Once the nuke pilot is given that code, his protocol is to only follow the orders of the Council."

"Ok, I'm going to have to talk to the Council about this; they stupidly-!"

"I'll handle it, Stark; I warned them of this, so I'll be the one to confront them about it. Just leave it to me, understood?"

"If you say so, Fury."

And with that, the Avengers began to help out in rebuilding and repairing the damage done by the Badoon's random invasion. With all the preoccupation, the team was too busy in helping out to pay attention to what everyone else was doing, which explained why Spider-Man missed the smirks from Hawkeye and Wolverine, and the longing and appreciative look Ms. Marvel sent his way when Spider Woman told her exactly what happened.

XXX

***SHIELD Helicarrier***

"Ok, everything is all clear, people, missile was successfully dealt with," Fury announced, heralding sighs from across the command center. "Hill, I'll need you with me when I confront the pilot."

"Yes sir," Hill responded; she may not agree with Fury sometimes, but even she wouldn't nuke a city. "What about the Council?"

"We'll contact them later on, when we let them know that the Badoon were handled," Fury replied, making his way to the exit of the Helicarrier command center. "They could've possibly let Ms. Marvel die because of their stupid decision, and kill millions of innocents, including some of the Avengers themselves, and-"

"Boss, we have a problem," Coulson's voice came through the comm. "Pilot isn't admitting to reconfiguring detonation time, and the techs double checked. The clock computer system was hacked from the outside; and not only that, we also got hacked somewhere else in the SHIELD network, but scrambling worms are keeping us from figuring out what they were looking for."

"Hacked," Fury repeated.

"Wait," Hill realized. "If they managed to get into the network…and we can't trace what they were searching for…"

"Then we have no idea what it is we just got robbed of," Fury finished. Now, Fury was concerned; SHIELD had a lot of info that could be turned against the planet. He needed to figure this out, now. He had no idea it was worse than it looked…ten times worse.

* * *

**_XXXXX-A/N-XXXXX_**

**_I think we all know where we're going to with this ;) So, what did you guys think? Remember to review, give feedback, and all that good stuff. And thank you to those who are reading, following and enjoying the story so far :)_**

**_Next chapter-where the villains are introduced-is coming soon, so until next time dear readers._**


	4. A New Master of Evil

_**And we're back, and now we get to see the villains to be chosen to bring down the Avengers...and their nefarious leader. Speaking of which, the mastermind villainess here is an OC, and I am very proud of her creation (yes it's a her. I find that women can make very awesome villainesses, but everyone underestimate their potential, probably explaining why there isn't as much of them as there could be). A shout out to Dakkaman777 for helping me in her creation-look, origin and some of her power set-thanks man :)**_

_**Now, without further ado...the new Masters of Evil! :D**_

_**Disclaimer: Marvel owns pretty much everything. Except for the OC, that's mine.**_

_**PS: For those of you who have watched the awesomeness that is "Leverage," imagine the OC with Sophie's voice :)**_

* * *

A New Master of Evil

* * *

***The Himalayas***

He had never been to the Himalayas before…he never had a reason to. Everything that he ever wanted in life was in Wakanda-the throne, the heart of the Black Panther on a pike, the vibranium, the nation itself. That was what he wanted, and for that, he was content to being in Wakanda. But this invitation…it was, to be honest with himself, intriguing. Everything that he wanted, the inviter had written, it would be his. IF he succeeded in what was to be expected of him.

A sudden unison of roars caught his attention. He snapped his head to his left, and he was greeted with the sight of three powerful and fully grown mountain lions. They bared their fangs as they snarled and their claws were unsheathed as they prepared to pounce, clearly seeing him as their next meal.

M'Baku the Man-Ape sneered. He was getting bored trudging up these mountains.

The mountain lions pounced with roars. The first one was met with a swift blow from a powerful spear, sending it crashing into the rocks with a hiss. The second was greeted with a slash of vibranium laced claws, opening devastating wounds on its face and sending it crashing onto the ground at his feet, its pain immediately silenced with a power foot slammed onto its skull, crushing it. The final mountain lion was simply killed as he grabbed its head in his large hand, crushing the skull. Man Ape then turned to the first feline, which had recovered and was slowly approaching him, intent on killing the villain. M'Baku merely sneered and with a vicious yell, he charged the animal, which suddenly became fearful at this new challenge. It made to run, but Man Ape was faster; catching the animal, M'Baku easily snapped it neck and threw it dozens of yards away. Victorious, he let out a triumphant war cry before going to retrieve his spear.

"Impressive," a seductive female voice announced. Instantly, the Wakandan took his spear and readied himself for battle, turning to what could've been his next opponent. What he found instead was a flying woman of jaw-dropping beauty with red hair that almost seemed like it was alive with flame. Her green eyes almost seemed to pour into one's soul, and it was a difficult task to not stare at her luscious ruby lips. She was clothed with a very revealing dark violet outfit that gave everyone a clear view of her ample bust, and her hands glowed ever so slightly. Any sane man would go crazy over her.

But M'Baku wasn't just any sane man, and he knew of the half-demon before him.

"Satana, daughter of Mephisto," the Wakanda growled, his grip on his spear tightening. This would be a hell of a fight, pun not intended. "I have no time for whatever games you wish to play, so I recommend you step out of my way before I force you."

"Oh, such a silly man," Satana smirked. "As if you could have any hope to defeat me; besides, I am not hear to harm you-I am here for the same reason you are. I was also invited by this…benefactor."

"Is that so?" M'Baku snarled, not believing a word she said.

"You guys, too?" another voice rang out, and both villains turned to see the notorious Karen Sofen, aka Moonstone, fly down to them. "This…mystery benefactor called you all, too? What did she promise you, everything you ever wanted, long as we do what we got to do?"

"Yes…" M'Baku said, his stance relaxing slightly. So what the demon witch said was true.

"What makes you think it was a woman who summoned us?" Satana asked with an arched eyebrow.

"I used to be a psychologist," Moonstone replied. "I can notice the tell in a female's handwriting."

"So I was called here by a broad?!"

"Oh, great…" Moonstone moaned as she face palmed. "Crusher" Creel, the powerful Absorbing Man, lumbered into view, his ball & chain in hand. The convict turned supervillian by Asgardian means looked at each and every one of those present. Then his eyes came to rest upon Satana, and like most men on the face of the Earth, he was immediately turned on.

"Then again…a broad ain't that bad…so, gotta name, babe?"

"Talk to me like that again," Satana challenged as her fists glowed with hellfire, startling the villain. "See what happens."

"Methinks that this is a most colorful gathering indeed," a female British voice drawled. The four villains looked up to see a woman standing on an elevated boulder platform a few meters away, dressed in what appeared to be some kind of domamatrix get-up, but with a more medieval tone to it, and she had a flowing cape on her back.

"Selene, the Black Queen of the Hellfire Club," Satana mused with a smirk. "I assume you are here in regards to our mysterious host…or hostess?"

"Aye, demon breed," the villainess smiled. "As are the rest of us."

"The rest of you?" Absorbing Man asked with an arched eyebrow.

"Aye; come, they gather here," Selene said as she turned and walked away. The other four followed suit, going the way she had gone. After a minute of walking, they arrived in a clearing and could easily see Selene…along with an array of some of the most notorious, unforgiving, ruthless, merciless, insane and sinister supervillians to have ever lived: Amora the Enchantress; Mastermind; Eric Savin; Klaw; Mister Hyde; Crossbones; Purple Man; Sybil Dvorak, aka Skied; Joseph, the clone of Magneto; Mandrill, Norman Osborn, the Green Goblin; and finally, the mutant terrorist known as Mystique.

"Oh look," Mystique drawled. "More pathetic-"

"You call M'Baku the Man-Ape pathetic?!" the Wakandan snarled, heading right to the mutant. "I will slay you where you stand!"

"This is what I'm expected to work with here?" Crossbones muttered, checking one of his knives.

"I don't need to work with you," Hyde snarled, cracking his knuckles. "I don't need any of you-I never should've come here."

"That, indeed, would've done us all such a favor, you repulsive creature," the Enchantress smirked, as she was truly disgusted by the villain's appearance. This was not lost on Mister Hyde.

"You should shut that mouth of yours, whore," he snarled, getting into her face. "Or I'll shut it for you; I've bloodied the mighty Thor himself-!"

"Oh please, so have I," Amora laughed, infuriating the villain more. "And I doubt you would be of any danger to me."

"Oh just shut up, witch," Mastermind spoke up, earning her attention. "Same to you, brute."

"I'll bloody you myself-!"

"Come try," Mastermind replied.

"Well, it seems we're going to have a bit of a brawl upon our hands," Green Goblin smirked, taking out a pumpkin grenade. "Let's see how I can add to the carnage, eh?"

"You are a deranged one, aren't you?" Moonstone smirked as she landed next to him.

"Thank you for the compliment, my dear," Osborn replied with a sneer, catching the villainess off guard and sending a shudder down her back.

Suddenly, just as half of the assembled villains were about to enter into an all-out beat down, the ground started shaking violently, a tremor building up as the mountain side began to suddenly move itself. The rocks and boulders moved of their own accord, and the villains were surprised to see what appeared to be a large doorway. Roars of hidden machinery rang out as what appeared to be metallic gates parted from the appearing doorway, with loud speaks and shouts as it appeared to be a bit rusty, as if it hadn't been used in quite a few decades. What really stuck out from this spectacle, however, was the insignia that they all noticed: a skull with the arms of an octopus.

"HYDRA," Purple Man said, all eyes turning to Crossbones, the only one of the group that had concrete connections with the terrorist organization.

"What's your play here, Crossbones?" Savin demanded, his Extremis enhanced skin starting to glow.

"I have no idea what's going on here," Crossbones replied, his hands slowing going for his weapons. He knew they wouldn't believe him, but he was in no mood-or in any condition-to fight off all the villains here.

"I don't buy it," Skied remarked, and Crossbones could begin to feel the tells of her telekinesis forcing itself upon his muscles. "What the hell are you-?!"

"Calm yourselves, all of you," a female & sultry British voice rang out, and it wasn't Selene's.

All eyes turned to the mountain entrance. Walking towards them was a raven-haired curled woman who looked to be in her early to mid-twenties, with fair pale skin and shiny red lips. She wore a black and long sleeveless coat, going all the way down to just a few inches above her ankles. Adorning her body was a dark crimson light body armor-type one piece, which also revealed a decent amount of cleavage. Her upper thighs were exposed but the rest of her legs, from just above the knees downward, were covered in crimson and black colored metallic boots. On her shoulders were metal armored plates, attached to her coat, and her arms were adorned with long leather fingerless gauntlets, with the half under the elbows were covered in steel medieval style gauntlets, still allowing her fingers to be seen. Her most distinguishable feature, however, were her eyes. One was blue while the other was green; it was…unnerving to say the least. Her eyes gazed over each and every one of the assembled villains, and when she was done, she smiled, revealing a set of pearly white teeth. They were beautiful…yet also slightly unnerving.

"Ah…you've all managed to arrive," the woman said as she clasped her hands together. "Splendid, just splendid. Oh, and do please forgive the HYDRA décor," she added as she looked to the insignia, her smile now becoming a smirk. "This was once one of the Red Skull's secret bases after his return. Everything still works rather well, surprisingly." She then returned her gaze to the assembled villains. "Well, don't just stand there; please, come in." With that, she turned back and began walking back into the gaping hole of an entrance. The others exchanged looks, unsure of what to expect, actually holding back for a few seconds. Finally, Mandrill was the first to follow and walked into the entrance, the other villains then following suit.

The 17 villains found themselves a few minutes later inside a large cavern, surprised at the advanced technology that was inside. It seemed that someone had indeed used this for sinister purposes at an earlier time, so that part of their benefactor's words was true, at least; it could easily be habitable, if not workable at least. What also surprised the villains was that there were others inside here as well-not villains as themselves, but mere humans. They were well armed and looked like they knew how to use their weapons in various ways. Crossbones could immediately tell these were hired guns…mercenaries. They all stood to one side of the cavern, about 30 of them, and they eyed the villains with caution and suspicion. They had good reason, of course, as they were all murderous and deranged. They weren't the only ones there, however; working the machines and such a couple dozen technicians, busy doing whatever it was they were doing. Whatever it was the villains were expecting, it wasn't this.

"Some of the best minds and muscle money can buy," the woman said as she came to a stop at a set of stairs, facing the villains. "Expendable of course…but don't let them know of that. Heaven knows that wouldn't settle with them."

"Ok, I'm going to be the one to ask," Mystique said, her yellow eyes narrowed in suspicion. "Who the hell are you?"

"Who am I? Well, my birth name is Lucia Morgan, but you may call me….Complexion," the woman smirked.

"Complexion…what the hell kind of name is that?!" Mandrill asked.

"A definition of the word complexion is a general aspect or character of something or someone. With a person such as myself…what you see is what you get, and what I truly am, now and always."

"And you are…what, exactly, if I may ask?" Green Goblin asked. "Superhuman, mutant, alien…?"

"I was once just a mere human," Complexion smiled, now walking up the stairs, her attractive figure not lost on the male villains. "Then…I became so much more by means of arcane arts; I became…superhuman, was it? Yes, superhuman; but now…now I am so much more." She stopped walking up the stairs, turning to her guests. "Well, come along, now-we have much to discuss."

The villains simply followed her up the rocky stairs, arriving at a platform where in the middle sat a large conference table with an upwards projector in the middle, one that responded to voice command. At Complexion's gesture, they all took standing positions around it, with Complexion herself taking a position at the head of the table. They all turned expectantly, and some rather impatiently, to her, which was what she expected, and she smiled.

"Well, thank you all for coming. Let's see…Mastermind, Eric Savin, Satana Hellstorm, Selene, Moonstone, Klaw, Mister Hyde, Enchantress, Crossbones, M'Baku the Man-Ape, Absorbing Man, Purple Man, Skied, Joseph, Mandrill, the Green Goblin and Mystique. I am glad you all could make it here."

"And what is your purpose in summoning us here, woman?" Klaw demanded.

Complexion smiled. "Simple-to create a new incarnation of the Masters of Evil."

That was an answer NONE of the present villains anticipated to hear. It readily surprised them and rendered them silent in shock. For a few dozen seconds, they all looked at each other in confusion and wonder. Finally, Crossbones spoke up.

"So, you're working with Zemo."

"Or Doom," Moonstone added, having been a member of the last two incarnations of the Masters.

"Possibly both, even," Klaw also said, being he had also been a Master before.

They were surprised to see Complexion snicker in response. "Oh please, Doom and Zemo are below the notice of my liking. No, no, my guests…this is my own incarnation of the Masters of Evil, separate from what Baron Zemo of Victor Von Doom have accomplished…or failed to, in the past. This is a new dawn for every one of us, my friends-a new era for the Masters of Evil. We are going to transcend above the failures that the last Masters resulted in, and take this world and this age by storm. I guarantee you that together, we will accomplish one of the most historic events mankind has ever seen, the likes of which no one can stop. A new world order in which we are in control, where we are the ones who have the final say, and where no one can ever hope to oppose us. When we are through, the 18 of us will be not just Masters of Evil…but Masters of Earth; we will be lord and master of the world and of mankind, and crush any and all who oppose us. " She then looked to the villains. "If, of course, you will join my cause."

"Don't get me wrong, lady, that's a pretty nice idea," Absorbing Man stated, crossing his arms. "There's just an issue with it, is all."

"More like 17 issues with the plan," Purple Man stated matter-of-factly.

"And what would that be?" Complexion asked, her smile never leaving her face.

"You're joking, right?" Crossbones asked, an eyebrow arched.

"The Avengers," Osborn snarled, banging his fist on the table.

"Exactly," Klaw added. "Every incarnation of the Masters of Evil, no matter how meticulously organized, has fallen against the Avengers. They have always beaten the Masters, even under the leadership and power of Doom."

"And that is why our first order of business," Complexion smirked, "is to eliminate the Avengers…or simply put, break them apart, bit by bloody bit."

Silence…

"Impossible," Joseph said with superiority. "The Avengers have stood against countless foes-alien and Earth bound. They have faced the likes of Doom and the Brotherhood."

"And the other versions of the Masters," Satana interjected. "They've even stood against my father at one point, if I recall correctly."

"They are a truly mighty force," Enchantress said. "What makes you so sure, mortal, that we can defeat the Avengers? What makes this situation and this incarnation any different?"

"The fact that, unlike any of the other countless opponents that the Avengers have faced…I have a precise method to maim, beat, bloody and destroy each and every single one of them," Complexion stated with a smile. That instantly got the attention of the villains. "Ah, interested now, are we?"

"What do you mean…precise methods?" Mystique asked.

"You will know what I mean…if you agree to join my cause."

"What's in it for us?" Skied asked.

"15 million in any currency you wish."

"Split among us?" M'Baku prodded.

"Each."

"Whoa…" Savin whistled, and the other villains were just as surprised. "How do you have that much cash?"

"When you're almost 1300 years old, you tend to accumulate a fortune."

"You are immortal?" Selene gasped.

"Indeed," Complexion smiled. "Meaning there is more where that 15 million came from if you are all interested."

The villains were stupefied at this.

"And that is just if you defeat the Avengers," Complexion continued. "When they are defeated, and our plan comes to fruition, you are all guarantees seats by my side, as my lieutenants in my New World order, governing sections of Earth that I beseech unto you, as much as you can handle. Just follow my say, stick to the roles I give you, and I guarantee you, this world will be ours to use as we see fit."

"That is a very delicious offer," Mastermind smiled as he crossed his arms. "Complexion…consider me a part of your plan."

"Aye, the same for me as well," Selene added with a smile. With that, all the villains gave their approval and confirmation to this woman's cause.

"Splendid," Complexion said with a smile as she clapped her hands together. "Welcome, therefore, to the newest incarnation of the Masters of Evil!"

"Alright, enough talk," Mandrill sneered. "How's this going to play out, and how do we take on the Avengers?"

"It doesn't matter to me," Hyde sneered, "as long as I get to kill Thor."

"I will be the one to end Thor, beast," Enchantress growled, her hand becoming alive with magical energy."

"Oh, really?" Hyde roared, his fists curling together. "How about I start with you?!"

"Well, they can duke that out," Moonstone said with a role of her eyes, "but I want Ms. Marvel to my-"

"Oh no you don't," Mystique snarled. "Danvers is mine." Before the villainesses could do anything, or the Enchantress and Hyde could escalate more…

"All of you, calm yourselves!" Complexion yelled, the sultry tone of her voice gone, replaced by anger and authority. This brought everyone's attention to her. "Let us make one thing perfectly clear-some of you I understand to have personal vendettas against a specific Avenger. Others of you have faced one of them at a point in time and simply want some revenge, and the rest of you have no quarrels with any of them. That matters nothing to me-as I said, I have acquired methods to target, defeat and destroy each of the Avengers, and for that reason I chose each and every one of you because of such specifics and details. I don't care for your petty grudges-you will follow my instructions and you will deal with whichever Avenger I tell you to bloody deal with. Do I make myself clear?"

"So…I will not face the Panther?" Man-Ape said quietly, ice dripping from his voice.

Complexion turned him with a smirk. "Oh no, actually, you will; in fact, some of you with personal vendettas will indeed see your chosen foe dead before you. Others…" she turned specifically to Hyde and Enchantress "…will not. However," she added as she turned to Moonstone, "you will be compensated quite well in the choice that you are given." This piqued Moonstone's interest, but Mister Hyde was having none of this.

"Is that so?!" he roared, having had enough. "I see no reason as to have to listen to your orders. I think I can properly choose for myself who and which Avenger I can take for myself, and I don't need to listen to anything you have to say!" Hyde left his position at the table and began lumbering towards Complexion, who appeared unfazed. In all honesty, a few of the present villains felt a bit unnerved around Mister Hyde, especially since he could go toe-to-toe against Thor, one of the most powerful beings on the planet, and walk away. "Give me one good reason as to why I shou-ACCKKK!"

**POW!**

Complexion, to the shock of the others, punched Mister Hyde…and she punched him HARD. Hyde slammed into the cavern wall, impacting with a resonating echo. If not for the technology and support systems in the cavern, there surely would've been a cave in. Complexion then walked slowly to the villain, in the process of getting up and steadying himself from the blow. Back on his feet, he took one look at her and roared, making to hit her with a powerful haymaker-only for Complexion to dodge it and land a punch on his stomach, enticing a roar of pain from Hyde. Complexion then grabbed his head and slammed it into the ground seven times, each more powerful than the last. She then picked up his bloody but still conscious form and looked him right in the eye.

"Because I can bloody you," she smirked without any humor, murder in her eyes, mocking him with his own words. With that, she brought him back to his feet, and shoved him back towards the table. Catching the eyes of the other Masters, she asked, "Any other objections?" No one replied. "Good," she smiled, her sultry voice having returned. "Now…let us go over those protocols, shall we?"

"They are protocols, now?" Klaw mused.

"Oh yes…as provided by our very own and lovely SHIELD Commander Maria Hill."

"WHAT?! NO WAY! THE HELL?!" were amongst the cries of surprise the Masters gave.

"Yes," Complexion mused, activating the table projector, which projected numerous tables, charts and data streams of information collected on the Avengers. There was also a recording which instantly began to play.

"_This is SHIELD Director Maria Hill…"_

"How did you get this?" Osborn asked, completely stupefied at how their benefactor had gotten such information.

"Like I said, the best money can buy," Complexion replied, pointing to the technicians below. "I also may have…magically hacked into the SHIELD database."

The Masters of Evil continued to listen to the plans and protocols that Hill had prepared in case the Avengers ever went rogue. With each passing sentence, they grew more and more confident, and their faces revealed their sinister notions and plans. At last, there was a way to defeat the Avengers…and rid the world of them once and for all.

"Now, my Masters," Complexion smirked as the recording of Hill's voice continued to play. "After we hear this out and chose our targets, there are few bits of supply we must gather before we can truly strike our enemies…"

* * *

**_XXXXX-A/N-XXXXX_**

**_So, what did you guys think about the villains chosen? Some might be misunderstood for the moment, but bear with me and you'll understand :)_**

**_And now, what did you think of Lucia Morgan, aka Complexion? Like her, hate her, think I can improve on her? I'll get to her origin within the next few chapters as the Master get ready for their huge plan. Tell me what you thought of her :)_**

**_And also be sure to leave reviews and whatnot about the chapter, and feedback and all that good stuff._**

**_I also invite you to check out my newest story, "Earth's Mightiest Heroes."_**

**_Next chapter coming soon, so until next time readers._**


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